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CG Principle

The Company’s Board of Directors concern to the significant of The Principle of Good Corporate Governance for the transparency, able to be audited, and building the investors’ confident. The Company shall regularly disclose the information to the public and to the shareholders. In addition, the Company lends the significant to the controlling system and internal auditing. The Company attempts to control and to manage the risks closely, and concerns to the ethics in operating business. The Company maintains the fairness to the vendors, the shareholders, and the stakeholders, with the details to be classified in 5 sections as follows

Section 1: Rights of Shareholders

The Company’s Board of Directors concern to the significant of the shareholders’ rights as equitable, by not doing any action to violate or to deprive the shareholders’ rights. The Company also accommodates the shareholders in using the rights, and determines the directions in building the shareholders’ confident for the protection of fundamental rights as follows:

  1. The Company will inform as regular to the shareholders directly or through the SET, about the progress of business operation.
  2. The arrangement of shareholders’ meeting to be held at the place convenience in travelling, and at the proper date and time.
  3. The Company will send in advanced of not less than 7 or 14 days the invitation letter to attend the meeting to the shareholders, in compliance with the company’s regulations and/or designated law. The Company will send together with the invitation letter the supplement information according to the agenda of meeting as sufficient for the consideration. The letter and other documents will prepare in Thai version and English version. The Company also prepares for the opinions of the BOD for the consideration of the shareholders’ resolution to each meeting agenda, and the opinions of the audit committee for the significant agenda or as designated by law.
  4. The Company will announce to the shareholders before starting the meeting, the matters concerning: the rights according to the company’s regulation, the handling of the meeting the method in voting and the right in express the opinion including the raise of question. The chairman of the meeting, the board of directors and the director with position related to the special concern has attend the meeting in providing the information and answering the questions. The chairman of BOD or chairman of the meeting will allocate the time as proper by arranging for the shareholders in having the opportunity for asking the questions or express the opinions and the suggestions.
  5. After the shareholders’ meeting has been finished the Company will inform to the SET immediately prior to the next opening of stock the resolutions of the shareholders’ meeting. The Company will prepare the record of every shareholder’ meeting with the accuracy and complete content including the detail of the director attending the meeting the detail of the counting of the votes in each agenda, and the questions or major opinions, enable to the examination of the shareholders. The Company will send the documents to the SET within 14 days after the date of shareholders’ meeting

Because of its continual improvement, the Company has received a perfect score of 100 for its quality under the 2015 AGM project, given by the Thai Investors Association.

Section 2: Equitable Treatment of Shareholders

The Company lends the significant for equitable treatment of shareholders under the following directions:

  1. The Company will send the proxy document by proposing at least of 1 audit committee for the shareholders in selecting as proxy to attend the shareholders’ meeting and to resolve on behalf of the shareholders in each agenda, in case that the shareholders cannot attend the meeting. This is the treatment in supporting to the shareholders able to define their own resolve directions.
  2. In case of the shareholders request for the adding of the agenda not less than 3 days prior to the meeting date, and the company considers that such agenda benefited to the Company and the shareholders. The Company has the policy in presenting such agenda to the meeting, and the Company shall inform to the shareholders through the SET about the additional agenda.
  3. In case that the shareholders request to the Company, three months in advanced prior to the shareholders meeting date, for the proposing of person(s) to hold the position of the Company’s director(s), and have sent the supported information about the qualification with letter of agreement from the proposed person(s). The Company has the policy in considering proposing such person(s) qualifying according to the related laws to hold the position of director(s) in replacement of the director(s) whose term has been expired, and shall be presented in the Annual General Shareholders’ Meeting for the consideration of the resolution.
  4. The Company has its direction in protecting of using the inside information, by defining in the employee’s operation manual under part of ethics which has been published to all the employees.
  5. The Company has its policy and method in protecting the directors and the managements from using of benefits incurred from significant information which affect to the investment. The Company will inform to the SET immediately before the next trading date of stocks about the meeting resolutions. So, the directors and the managements have no opportunities in using inside information for their own benefits. The directors and the managements must also report the holding of shares in each time of buying and selling to the SET within 3 working days.
  6. Stipulated the duties of directors and the management in the good corporate governance statement, in refraining from trading of Company shares at least a month before the disclosure of financial statements and three days after the disclosure, as well as in reporting to the Board on their shares held every month.
  7. Define the duties of committees and report to Board of Directors at least 1 day before the deal.
Section 3: Roles of Stakeholders

The Company respects to the stakeholders’ rights, and defines as the treatment in the Company’s code of conduct, to ensure that the rights pertaining to any lawful related to the stakeholders in all parties such as: the shareholders the employees the managements the clients the vendors including the socials will be take care by the Company. Furthermore, the Company also builds the coordination with the stakeholders for the business can be well operated and to return the advantages as fairness to all parties concerned. In order to build the long term accomplishment the Company has its directions to be treated as follows:

  1. The equitable treatment to the employees, and with the appropriated remunerations.
  2. The procurement of products and services from the vendors must be complied to the conditions, also with the treatment to the vendors as per the agreement.
  3. To pay attention and to take responsible to the clients for the quality of products and services.
  4. The treatment as per the borrowing conditions agreed with the lender of the company.
  5. The treatment as per the rule of good competition, to avoid the untruthful method in order to destroy the competitors.
  6. To take responsible to the environment of social and community, and also to support for the activities in community at the proper time and opportunity.
Section 4: Disclosure of Information and Transparency

Beside to the disclosure as strictly, completely, and on time of financial reports or other information to the public through many channels, the Company shall disclose the following information for the transparency in business operation:

  1. To disclose the information about the performance of the Company’s Board of Directors and the audit committee such as: number of meeting and number of attending the meeting of each director in the past year.
  2. To disclose the method in the appraisal, and the performance appraisal of the Company’s directors.
  3. To disclose the policy of the remunerations to the Company’s directors and the executive managements, including the form or characteristic of remunerations.
  4. To report the policy of corporate governance, and performance results as per policy.

The Company discloses this information to the public through the SEC, the SET, and the company’s website.

Section 5: Board Responsibilities

The Company’s Board of Directors comprising of those who are professional with the knowledge, the competency, and the experiences from various professions benefited to the Board of Directors, and to the independence in making decision for the ultimate advantages to the Company and the shareholders. The Board of Directors takes part in defining and/or agreeing on the company’s vision, missions, strategies, business plans, and budget. The Board of Directors also governs the managements in performing as to the business plans and budget with the efficiency and the effectiveness to the corporate, and the ultimate wealth to the shareholders. The Board of Directors also governs for the evaluation to the suitable of internal controlling, internal auditing, risk management, financial reporting, and the monitor of the performance regularly.

There are 7 directors in the Company’s Board of Directors which comprising of 2 directors from the Company’s executive Management and 5 directors which are not from the executive managements. Three directors are the independent directors which are over than 1/3 of total directors. In addition, the company has appointed three independent directors as the audit committee with the term of 3 years. The Company has determined precisely the scope and authority of the audit committee in charter of the audit committee.


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